8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Nov 5, 2013)

Filed November 5, 2013For Securities:WELL

Summary

This Form 8-K filing by Health Care REIT, Inc. (now Welltower Inc.) on November 5, 2013, primarily addresses a reclassification of certain assets as discontinued operations. This change stems from assets sold during the third quarter of 2013 or classified as held for sale as of September 30, 2013. As a result, the company is restating prior periods' financial information to reflect these operations, including rental income, interest expense, and depreciation related to these divested or soon-to-be-divested assets, in accordance with ASC 205-20. The reclassification is noted to have had no impact on net income attributable to common stockholders for any period presented. The filing indicates that updated sections within its previously filed Form 10-K for the year ended December 31, 2012, including "Selected Financial Data," "Management's Discussion and Analysis," and "Financial Statements and Supplementary Data," will be provided. Investors should refer to the most recent Form 10-Q and other SEC filings for the most current financial information.

Key Highlights

  • 1Health Care REIT, Inc. is reclassifying certain assets as discontinued operations.
  • 2This reclassification is due to asset sales in Q3 2013 or assets classified as held for sale as of September 30, 2013.
  • 3Prior period financial information (rental income, interest expense, depreciation) related to these assets is being restated.
  • 4The reclassification adheres to accounting standard ASC 205-20, "Presentation of Financial Statements — Discontinued Operations."
  • 5The company states this reclassification had no effect on net income attributable to common stockholders for any period presented.
  • 6Updated sections of the company's 2012 Form 10-K related to financial data and operations discussion are included as exhibits.
  • 7Investors are advised to consult more recent SEC filings (10-Q, other 8-K) for the latest financial information.

Frequently Asked Questions

The main purpose of this filing is to report the reclassification of certain assets as discontinued operations. This is a result of assets being sold or classified as held for sale during the third quarter of 2013, and it requires the restatement of prior financial periods to reflect these changes according to accounting rules.

According to the filing, the application of the accounting standard for discontinued operations (ASC 205-20) had no effect on net income attributable to common stockholders for any period presented. This means the company's overall profitability, as reported to common shareholders, was not altered by this accounting change.

The filing indicates that portions of the company's 2012 Form 10-K, specifically "Item 6 - Selected Financial Data," "Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations," and "Item 8 - Financial Statements and Supplementary Data," are being updated or reissued to reflect the reclassification of discontinued operations. Financial Statement Schedules III and IV are also included for informational purposes.

The filing advises investors to refer to the company's Quarterly Report on Form 10-Q, other Current Reports on Form 8-K, and other filings made with the Securities and Exchange Commission since February 26, 2013, for the most recent financial information.